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Published on 5/26/2016 in the Prospect News Liability Management Daily.

Nationwide Building seeks to update €45 billion covered bond program

By Susanna Moon

Chicago, May 26 – Nationwide Building Society said it began a consent solicitation to modernize a number of covered bonds issued under its €45 billion covered bond program.

The issuer is asking bondholders to approve proposed swap-related changes to the program and to amend the bank account structure of the program, according to a company notice.

Nationwide said it is looking to bring the program up to date and in line with other U.K.-regulated covered bond programs.

“The market environment in which Nationwide operates its business has undergone significant changes in the years since 2005 when the program was established,” the release noted.

As part of the updates, Nationwide would incorporate current rating agency swap and counterparty criteria, resulting in updated and simplified disclosure across the LLP’s “considerable” portfolio of covered bond swaps, liability side, by aligning the swaps with a single fully updated ISDA document and a similar separate swap agreement for the interest rate swaps, asset side.

Nationwide said it is also seeking to add some structural efficiency to help limit credit exposure to third parties.

Other proposals add features to the program that Nationwide would introduce if it were currently setting up the program.

The aim of the covered bondholder proposals is to make sure the program remains a “viable and effective funding tool” for covered bond issues while checking that the changes have been reviewed by the three major rating agencies, the company said.

The consent fee will be 0.01% for holders who send electronic voting instructions or proxies by the early deadline, with an additional fee of 0.02% for those who vote for all three extraordinary resolutions under the solicitation.

The total amount of consent fees a bondholder is entitled to receive is 0.05% for votes sent by the early deadline.

No consent fee will be paid for any measure that is not passed.

The early voting deadline is 11 a.m. ET on June 10, and the solicitation will remain open until 11 a.m. ET on June 16. Holders must be of record as of 11 a.m. ET on May 25.

The company has scheduled a bondholder meeting for 5 a.m. ET on June 21 in London.

The bonds covered by the solicitation are as follows:

• €2 billion series 2007-01 tranche 2 covered bonds due 2022;

• NOK 500,000,000 series 2010-02 covered bonds due 2020;

• NOK 500,000,000 series 2011-01 covered bonds due 2021;

• £750,000,000 series 2011-02 covered bonds due 2026;

• €1,250,000,000 series 2011-03 covered bonds due 2021;

• €30,000,000 series 2011-04 covered bonds due 2031;

• €132,000,000 series 2011-05 N covered bonds due 2025;

• €50,000,000 series 2011-06 N covered bonds due 2023;

• NOK 500,000,000 series 2011-07 covered bonds due 2021;

• €50,000,000 series 2011-09 N covered bonds due 2032;

• NOK 400,000,000 series 2011-10 covered bonds due 2018;

• €58,000,000 series 2011-11 N covered bonds due 2017;

• €100,000,000 series 2011-13 N covered bonds due 2026;

• €40,000,000 series 2011-14 N covered bonds due 2029;

• €50,000,000 series 2011-15 N covered bonds due 2026;

• €103,000,000 series 2011-17 N covered bonds due 2027;

• €40,000,000 series 2011-18 N covered bonds due 2029;

• €1,500,000,000 series 2011-19 covered bonds due 2016;

• £100,000,000 series 2011-20 covered bonds due 2026;

• £100,000,000 series 2011-21 covered bonds due 2028;

• £50,000,000 series 2011-22 covered bonds due 2031;

• €77,000,000 series 2011-23 N covered bonds due 2032;

• €116,000,000 series 2012-02 N covered bonds due 2027;

• €88,000,000 series 2012-03 N covered bonds due 2030;

• €157,500,000 series 2012-06 N covered bonds due 2028;

• €1,000,000,000 series 2014-01 covered bonds due 2019;

• €750,000,000 series 2014-02 covered bonds due 2029;

• £750,000,000 series 2014-03 covered bonds due 2017;

• €56,000,000 series 2014-04 N covered bonds due 2039;

• €50,000,000 series 2014-05 N covered bonds due 2039;

• €1,000,000,000 series 2014-06 covered bonds due 2021;

• €50,000,000 series 2014-07 covered bonds due 2039;

• €50,000,000 series 2015-01 covered bonds due 2030;

• €750,000,000 series 2015-02 covered bonds due 2027;

• €25,000,000 series 2015-03 N covered bonds due 2035;

• £750,000,000 series 2015-04 covered bonds due 2018;

• €50,000,000 series 2015-05 covered bonds due 2035;

• €105,000,000 series 2015-06 covered bonds due 2034;

• €100,000,000 series 2015-07 covered bonds due 2031;

• €50,000,000 series 2015-08 N covered bonds due 2035;

• €45,000,000 series 2015-09 N covered bonds due 2035;

• €1,000,000,000 series 2015-10 covered bonds due 2020;

• €1,000,000,000 series 2015-11 covered bonds due 2022;

• €35,000,000 series 2015-12 covered bonds due 2035;

• €50,000,000 series 2015-13 covered bonds due 2032;

• €25,000,000 series 2015-14 covered bonds due 2035;

• €100,000,000 series 2015-15 covered bonds due 2020;

• €25,000,000 series 2016-01 covered bonds due 2041;

• €30,000,000 series 2016-02 covered bonds due 2041;

• €51,000,000 series 2016-03 covered bonds due 2036;

• €50,000,000 series 2016-04 covered bonds due 2036;

• €40,000,000 series 2016-05 covered bonds due 2041;

• €25,000,000 series 2016-06 covered bonds due 2023;

• €1,250,000,000 series 2016-07 covered bonds due 2021;

• €30,000,000 series 2016-08 covered bonds due 2036;

• €50,000,000 series 2016-09 covered bonds due 2038;

• €50,000,000 series 2016-10 covered bonds due 2031;

• €40,000,000 series 2016-11 covered bonds due 2036;

• €80,000,000 series 2016-12 covered bonds due 2021;

• £750,000,000 series 2016-13 covered bonds due 2019;

• €60,000,000 series 2016-14 covered bonds due 2041; and

• €25,000,000 series 2016-15 covered bonds due 2041.

The three major rating agencies – Moody’s Investors Service, Fitch Ratings and S&P – have reviewed the covered bondholder proposals and said that they expect “no negative rating impact,” the release noted.

Barclays Bank plc (+44 203 134 8515 or eu.lm@barclays.com) is the solicitation agent. Citibank, NA, London Branch (+44 20 7508 3867 or exchange.gats@citi.com) is the information and tabulation agent.

Nationwide is a member-owned provider of retail financial services based in Swindon, England.


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